AMREP CORP. (Form: 10-Q, Received: 09/14/2016 16:30:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number 1-4702

AMREP Corporation

(Exact name of Registrant as specified in its charter)

Oklahoma		59-0936128
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

300 Alexander Park, Suite 204, Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (609) 716-8200

Not Applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Number of Shares of Common Stock, par value $.10 per share, outstanding at September 9, 2016 – 8,078,954.

AMREP CORPORATION AND SUBSIDIARIES

INDEX

	PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets July 31, 2016 (Unaudited) and April 30, 2016	1

Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2016 and 2015	2

Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2016 and 2015	3

Notes to Consolidated Financial Statements (Unaudited)	4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9

Item 4. Controls and Procedures	13

PART II. OTHER INFORMATION

Item 5. Other Information	14

Item 6. Exhibits	14

SIGNATURE	15

EXHIBIT INDEX	16

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except par value and share amounts)

	July 31, 2016			April 30, 2016
	(Unaudited)
ASSETS
Cash and cash equivalents	$	11,295		$	14,562
Receivables, net		7,404			7,271
Real estate inventory		59,715			61,663
Investment assets, net		9,716			10,326
Property, plant and equipment, net		11,677			11,997
Other assets		3,471			3,478
Taxes receivable		51			48
Deferred income taxes, net		10,946			11,283
TOTAL ASSETS	$	114,275		$	120,628

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	7,613		$	8,453
Notes payable:
Amounts due within one year		-			555
Amounts due to related party		6,483			12,384
		6,483			12,939

Other liabilities and deferred revenue		3,623			3,682
Accrued pension cost		13,025			12,710
TOTAL LIABILITIES		30,744			37,784

SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,296,704 at July 31, 2016 and 8,284,704 at April 30, 2016		830			828
Capital contributed in excess of par value		50,608			50,553
Retained earnings		47,409			46,779
Accumulated other comprehensive loss, net		(11,101	)		(11,101	)
Treasury stock, at cost; 225,250 shares at July 31, 2016 and April 30, 2016		(4,215	)		(4,215	)
TOTAL SHAREHOLDERS’ EQUITY		83,531			82,844
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	114,275		$	120,628

The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Retained Earnings (Unaudited)

Three Months Ended July 31, 2016 and 2015

(Amounts in thousands, except per share amounts)

	2016		2015
REVENUES:
Fulfillment services	$	7,828	$	9,181
Real estate land sales		2,720		110
Other revenues (Note 8)		1,660		284
		12,208		9,575
COSTS AND EXPENSES:
Real estate land sales		2,578		36
Operating expenses:
Fulfillment services		6,673		8,780
Real estate selling expenses		41		53
Other		370		347
General and administrative expenses:
Fulfillment services		353		865
Real estate operations and corporate		1,002		1,019
Interest expense		224		379
		11,241		11,479
Income (loss) from operations before income taxes		967		(1,904	)

Provision (benefit) for income taxes		337		(725	)
Net income (loss)		630		(1,179	)

Retained earnings, beginning of period		46,779		57,003
Retained earnings, end of period	$	47,409	$	55,824
Earnings (loss) per share, net - basic and diluted	$	0.08	$	(0.15	)
Weighted average number of common shares outstanding		8,042		8,029

The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows from Operations (Unaudited)

Three Months Ended July 31, 2016 and 2015

(Amounts in thousands)

	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from operations	$	630		$	(1,179	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		367			746
Non-cash credits and charges:
Allowance for doubtful accounts		18			29
Stock-based compensation		15			21
Changes in assets and liabilities:
Receivables		(151	)		303
Real estate inventory and investment assets		2,557			(67	)
Other assets		42			432
Accounts payable and accrued expenses		(840	)		(1,458	)
Taxes receivable and payable		(3	)		(2,434	)
Deferred income taxes and other liabilities		278			(61	)
Accrued pension costs		315			254
Total adjustments		2,598			(2,235	)
Net cash provided by (used in) operating activities		3,228			(3,414	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant and equipment		(39	)		(82	)
Net cash used in investing activities		(39	)		(82	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		340			-
Principal debt payments		(6,796	)		(251	)
Net transfers from discontinued operations		-			1,394
Net cash provided by (used in) financing activities		(6,456	)		1,143

Decrease in cash and cash equivalents		(3,267	)		(2,353	)
Cash and cash equivalents, beginning of period		14,562			12,050
Cash and cash equivalents, end of period	$	11,295		$	9,697

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized	$	132		$	324
Income taxes paid (refunded), net	$	2		$	1,854

The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended July 31, 2016 and 2015

(1)

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. The Company’s foreign sales are insignificant. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods. Unless otherwise qualified, all references to 2017 and 2016 are to the fiscal years ending April 30, 2017 and 2016 and all references to the first quarter and first three months of 2017 and 2016 mean the fiscal three month periods ended July 31, 2016 and 2015.

The unaudited consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2016, which was filed with the SEC on July 29, 2016 (the “2016 Form 10-K”).

Recently Issued Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting . The update simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The adoption of ASU 2016-09 by the Company is not expected to have a material effect on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases . ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 will be effective for the Company for fiscal year 2020 beginning on May 1, 2019. The Company has not determined the transition approach that will be utilized or estimated the impact of adopting ASU 2016-02.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This guidance defines how companies report revenues from contracts with customers and also requires enhanced disclosures. In July 2015, the FASB voted to defer the effective date by one year, with early adoption on the original effective date permitted. The Company will be required to adopt ASU 2014-09 as of May 1, 2018 and early adoption is permitted as of May 1, 2017. The Company has not determined when it will adopt ASU 2014-09 and the transition approach that will be utilized or estimated the impact of adopting ASU 2014-09.

(2)

RECEIVABLES

Receivables, net consist of the following (in thousands):

	July 31, 2016			April 30, 2016

Fulfillment Services	$	7,540		$	7,357
Real estate operations and corporate		316			348
		7,856			7,705
Less allowance for doubtful accounts		(452	)		(434	)
	$	7,404		$	7,271

During the first quarter of 2017, revenues from one major customer of the Company’s Fulfillment Services business totaled $1,284,000 or 10.5% of total revenues for the Company. As of August 31, 2016, the Company’s Fulfillment Services business had $416,000 of outstanding accounts receivable from this customer. This major customer has given the Company’s Fulfillment Services business notice that a significant portion of its business will be transferred to another provider during 2017.

(3)

INVESTMENT ASSETS

Investment assets, net consist of the following (in thousands):

	July 31, 2016		April 30, 2016

Land held for long-term investment	$	9,716	$	9,717
Other		-		609
	$	9,716	$	10,326

Land held for long-term investment represents property located in areas that are not planned to be developed in the near term and thus has not been offered for sale. As of July 31, 2016, the Company held approximately 12,000 acres of land in New Mexico classified as land held for long-term investment.

At April 30, 2016, Other included an approximately 2,200 square foot, single tenant retail commercial building on property owned by the AMREP Southwest in Rio Rancho, New Mexico. In the first quarter of 2017, the Company sold this property (see Note 8).

(4)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of the following (in thousands):

	July 31,			April 30,
	2016			2016

Land, buildings and improvements	$	15,868		$	15,864
Furniture and equipment		19,189			19,140
		35,057			35,004
Less accumulated depreciation		(23,380	)		(23,007	)
	$	11,677		$	11,997

(5)

OTHER ASSETS

Other assets consist of the following (in thousands):

	July 31,		April 30,
	2016		2016

Prepaid expenses	$	2,420	$	2,358
Deferred order entry costs		784		845
Other		267		275
	$	3,471	$	3,478

Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period.

(6)

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in thousands):

	July 31,		April 30,
	2016		2016

Fulfillment Services	$	6,226	$	6,712
Real estate operations and corporate		1,387		1,741
	$	7,613	$	8,453

The July 31, 2016 accounts payable and accrued expenses total included customer postage deposits of $3,702,000, accrued expenses of $2,031,000, trade payables of $707,000 and other of $1,173,000. The April 30, 2016 accounts payable and accrued expenses total included customer postage deposits of $3,947,000, accrued expenses of $1,998,000, trade payables of $837,000 and other of $1,671,000.

(7)

NOTES PAYABLE

Notes payable consist of the following (in thousands):

	July 31, 2016		April 30, 2016
Credit facilities:
Real estate operations - due to related party	$	6,483	$	12,384
Real estate operations - other		-		555
	$	6,483	$	18,090

Real Estate Loan

AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $6,483,000 at July 31, 2016, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho, New Mexico and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $57,413,000 as of July 31, 2016. The loan may be prepaid at any time without premium or penalty except if the prepayment is in connection with the disposition of AMREP Southwest or substantially all of its assets. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease described in Note 8.

Other Notes Payable

A subsidiary of AMREP Southwest had a loan agreement with U.S. Bank National Association for the construction of a 2,200 square foot, single tenant retail building in Rio Rancho, New Mexico. The loan was scheduled to mature on October 31, 2016, bore interest payable monthly on the outstanding principal amount at 0.5% plus the prime rate, was secured by a mortgage on the real property of approximately one acre where construction of the building had occurred, contained customary events of default, representations, warranties and covenants for a loan of this nature and was guaranteed by AMREP Southwest. As of April 30, 2016, the outstanding principal balance of the loan was $555,000. In the first quarter of 2017, this property was sold and the outstanding loan balance was satisfied with proceeds from the sale.

(8)

OTHER REVENUES

During the quarter ended July 31, 2016, the Company sold a single tenant retail commercial building in Rio Rancho, New Mexico, which resulted in a pre-tax gain of $1,496,000.

In addition, refer to Note 11 to the consolidated financial statements contained in the 2016 Form 10-K for detail about the Oil and Gas Lease and the Addendum thereto with Thrust Energy, Inc. and Cebolla Roja, LLC. No royalties under the Lease were received during the first quarter of 2017. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarters of 2017 and 2016. At July 31, 2016, there was $474,000 of deferred revenue remaining to be recognized in future periods.

(9)

FAIR VALUE MEASUREMENTS

The Financial Instruments Topic of the Financial Accounting Standards Board Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions are used in estimating fair value disclosure for financial instruments: the carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.

The Company did not have any long-term, fixed-rate notes receivables at July 31, 2016 or April 30, 2016. The estimated fair value of the Company’s long-term, fixed-rate note payable was $5,875,000 and $11,102,000 compared with carrying amounts of $6,483,000 and $12,384,000 at July 31, 2016 and April 30, 2016.

(10)

BENEFIT PLANS

Retirement plan

The Company has a defined benefit retirement plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company has secured $5,019,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the Pension Benefit Guaranty Corporation (the “PBGC”). On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the first quarter of 2017, there was no change in the appraised value of the mortgaged property that required the Company to make any additional payments to its pension plan.

Equity compensation plan

The Company issued 12,000 shares of restricted common stock under the AMREP Corporation 2006 Equity Compensation Plan (the “Equity Plan”) during the first quarter of 2017. During the first quarter of 2017, 5,000 share s of common stock previously issued under the Equity Plan vested leaving 26,000 shares issued under the Equity Plan that had not vested as of July 31, 2016. For the first quarter of 2017 and 2016, the Company recognized $15,000 and $21,000 of compensation expense related to the restricted share s of common stock issued. As of July 31, 2016 , there was $69 ,000 of total unrecognized compensation expense related to share s of common stock issued under the Equity Plan which had not vested as of that date , which is expected to be recognized over the remaining vesting term not to exceed three years.

(11)

INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the three month periods ended July 31, 2016 and 2015 (in thousands):

	Real Estate Operations			Fulfillment Services			Corporate and Other			Consolidated
Three months ended July 31, 2016 (a):
Revenues	$	4,370		$	7,828		$	10		$	12,208

Net income (loss) from operations	$	247		$	(42	)	$	425		$	630
Provision (benefit) for income taxes		145			(25	)		217			337
Interest expense (income), net		647			269			(692	)		224
Depreciation and amortization		24			343			-			367
EBITDA (b)	$	1,063		$	545		$	(50	)	$	1,558
Capital expenditures	$	-		$	39		$	-		$	39
Three months ended July 31, 2015 (a):
Revenues	$	168		$	9,181		$	226		$	9,575

Net income (loss) from operations	$	(766	)	$	(776	)	$	363		$	(1,179	)
Provision (benefit) for income taxes		(454	)		(456	)		185			(725	)
Interest expense (income), net		671			167			(459	)		379
Depreciation and amortization		23			716			7			746
EBITDA (b)	$	(526	)	$	(349	)	$	96		$	(779	)
Capital expenditures	$	-		$	82		$	-		$	82

(a)

Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

(b)

The Company uses EBITDA (which the Company defines as income before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. Information concerning industry segments is set forth in Note 11 of the notes to the consolidated financial statements included in this report on Form 10-Q. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s foreign sales and activities are not significant.

The following provides information that management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q and with the 2016 Form 10-K. Many of the amounts and percentages presented in this section have been rounded for convenience of presentation. Unless otherwise qualified, all references to 2017 and 2016 are to the fiscal years ending April 30, 2017 and 2016 and all references to the first quarter and first three months of 2017 and 2016 mean the fiscal three month periods ended July 31, 2016 and 2015.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the 2016 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the 2016 Form 10-K. The preparation of those consolidated financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates.

The critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 2016 Form 10-K. There have been no changes in these accounting policies.

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements contained in the 2016 Form 10-K. Information concerning the Company’s implementation and the impact of recent accounting standards issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2016 Form 10-K and the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. The Company did not adopt any accounting policy in the first quarter of 2017 that had a material impact on its consolidated financial statements.

RESULTS OF OPERATIONS

For the first quarter of 2017, the Company recorded net income of $630,000, or $0.08 per share, compared to a net loss of $1,179,000, or $0.15 per share, for the first quarter of 2016. Revenues were $12,208,000 for the first quarter of 2017 compared to $9,575,000 for the same period in the prior year.

Revenues from land sales at AMREP Southwest were $2,720,000 for the first quarter of 2017 compared to $110,000 for the same period of 2016. For the first quarters of 2017 and 2016, the Company’s land sales in New Mexico were as follows:

	Ended July 31, 2016						Ended July 31, 2015
	Acres Sold		Revenues (in 000s)		Revenues Per Acre (in 000s)		Acres Sold		Revenues (in 000s)		Revenues Per Acre (in 000s)
Three months:
Developed
Residential		9.8		2,628	$	268		0.1	$	35	$	350
Commercial		-		-		-		-		-		-
Total Developed		9.8		2,628		268		0.1		35		350
Undeveloped		4.3		92		21		10.1		75		7
Total		14.1	$	2,720	$	193		10.2	$	110	$	11

The average gross profit percentage on land sales was 5% for the first quarter of 2017 compared to 68% for the same period of 2016. The reduced profit percentage was attributable to the mix of lots sold, with 2017 sales being primarily developed lots with lower profit margins compared to 2016 where sales were primarily higher margin undeveloped lots. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related average gross profits from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

Revenues from the Company’s Fulfillment Services operations decreased from $9,181,000 for the first quarter of 2016 to $7,828,000 for the same period in 2017. The lower revenues were attributable to reduced business volumes from existing customers, certain price concessions on renewed contracts and lost business. Magazine publishers are the principal customers of the Company’s Fulfillment Services operations, and these customers have continued to be negatively impacted by increased competition from new media sources, alternative technologies for the distribution, storage and consumption of media content, weakness in advertising revenues and increases in paper costs, printing costs and postal rates. The result has been reduced subscription sales, which has caused publishers to close some magazine titles, change subscription fulfillment providers and seek more favorable terms from Palm Coast and its competitors when contracts are up for bid or renewal. One customer of the Fulfillment Services business whose revenues were 10.5% of the total Company revenues for the first quarter of 2017 has given notice that a significant portion of its business will be transferred to another provider during 2017. Operating expenses for Fulfillment Services decreased from $8,780,000 for the first quarter of 2016 to $6,673,000 for the same period in 2017, primarily attributable to lower payroll and benefits, as well as lower supplies expense, resulting from reduced business volumes.

Other revenues increased from $284,000 for the first three months of 2016 to $1,660,000 for the same period of 2017. The increase in other revenues was primarily due to the sale of a retail commercial property by AMREP Southwest, which resulted in a pre-tax gain of $1,496,000. Other operating expenses increased from $347,000 for the first quarter of 2016 to $370,000 for the same period of 2017, primarily due to increased professional and consulting costs at AMREP Southwest.

General and administrative expenses of Fulfillment Services operations decreased from $865,000 for the first quarter of 2016 to $353,000 for the same period of 2017, primarily due to reduced amortization of intangible assets, which were determined to be impaired at April 30, 2016 and their carrying value was written down at April 30, 2016, significantly reducing the amortization of these assets from 2016 to 2017. Real estate operations and corporate general and administrative expenses decreased from $1,019,000 in the first quarter of 2016 to $1,002,000 for the same period in 2017.

Interest expense was $224,000 for the first quarter of 2017 compared to $379,000 for the same period of 2016, due to a lower average principal loan balance at AMREP Southwest. Capitalized interest for the first quarter of 2017 was $18,000 compared to none for the same period of the prior year.

The Company’s effective tax rate was 34.9% for the first quarter of 2017 compared to 38.1% for the same period of 2016. The difference between the statutory tax rate and the effective rate of the tax provision in 2017 and the tax benefit in 2016 was primarily due to state income taxes. The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both July 31, 2016 and April 30, 2016 was $58,000, which, if recognized, would have an impact on the effective tax rate. The Company believes it is reasonably possible that the liability for unrecognized tax benefits will not change in the next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funding for working capital requirements are cash flow from operations and existing cash balances. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which the Company operates and the economy generally. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2016 Form 10-K.

Operating Activities

Receivables, net increased from $7,271,000 at April 30, 2016 to $7,404,000 at July 31, 2016 primarily due to the timing of accounts receivable collections and offset by lower business volumes at Palm Coast. Accounts payable and accrued expenses decreased from $8,453,000 at April 30, 2016 to $7,613,000 at July 31, 2016, primarily due to lower business volumes and the timing of payments to vendors.

Real estate inventory decreased from $61,663,000 at April 30, 2016 to $59,715,000 at July 31, 2016, primarily due to real estate land sales at AMREP Southwest. Investment assets decreased from $10,326,000 at April 30, 2016 to $9,716,000 at July 31, 2016, primarily due to the sale of a commercial retail property by AMREP Southwest. Property, plant and equipment decreased from $11,997,000 at April 30, 2016 to $11,677,000 at July 31, 2016, primarily due to normal depreciation of fixed assets.

Investing Activities

Capital expenditures totaled $39,000 for the first three months of 2017 and $82,000 for the same period of 2016, all for the Fulfillment Services business.

Financing Activities

AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $6,483,000 at July 31, 2016, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum, and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $57,413,000 as of July 31, 2016. The loan may be prepaid at any time without premium or penalty except if the prepayment is in connection with the disposition of AMREP Southwest or substantially all of its assets. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease described in Note 8 in the notes to the consolidated financial statements included in this report on Form 10-Q. At July 31, 2016, AMREP Southwest was in compliance with the covenants of the loan.

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, the expected loss of any material customer contract and the material adverse effect of any such loss, the effect of recent accounting pronouncements on the Company, the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the Equity Plan, the liability for unrecognized tax benefits not changing in the next twelve months and the future business conditions that may be experienced by the Company. The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief financial officer and the other person whose certification accompanies this quarterly report, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the chief financial officer and such other person have concluded that such disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its chief financial officer and such other person, as appropriate to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No change in the Company’s system of internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 5.

Other Information

The following disclosure would otherwise be filed on Form 8-K under Item 5.03:

On September 13, 2016, Section 1 of Article I of the By-Laws of AMREP Corporation (the “Company”) was amended to update the registered office of the Company in the State of Oklahoma, Section 5 of Article III of the By-Laws of the Company was amended to eliminate the reference to the City of New York with respect to the principal office of the Company, and Section 1 of Article IV of the By-Laws of the Company was amended to eliminate the parenthetical that read “(one of whom may be designated Executive Vice-President)”.

The Company is also providing a complete copy of its latest Certificate of Incorporation, as amended, which updates the registered office of the Company in the State of Oklahoma and the name of the registered agent of the Company in the State of Oklahoma.

Item 6 .

Exhibits

Exhibit Number		Description

3.1		Certificate of Incorporation, as amended.
3.2		By-Laws, as amended.
31.1		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32		Certification required pursuant to 18 U.S.C. Section 1350
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 14, 2016	AMREP CORPORATION
	(Registrant)

	By:	/s/ Clifford R. Martin
		Clifford R. Martin Vice President and Chief Financial Officer (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number		Description

3.1		Certificate of Incorporation, as amended.
3.2		By-Laws, as amended.
31.1		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32		Certification required pursuant to 18 U.S.C. Section 1350
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Exhibit 3.1

CERTIFICATE OF INCORPORATION
OF
AMREP CORPORATION
(as amended)
(Composite Conformed)

FIRST: The name of the Corporation is:

AMREP CORPORATION.

SECOND: The address of its registered office in the State of Oklahoma is The Quarters at Kelley Pointe, 2529 S. Kelly Avenue, Suite A, in the City of Edmond, County of Oklahoma. The name of its registered agent at such address is: NATIONAL CORPORATE RESEARCH, LTD.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma (being the Oklahoma General Corporation Act).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is twenty million (20,000,000) all of which are of one class, and the par value of each of such shares is ten cents ($.10).

FIFTH: The name and mailing address of the incorporator is as follow:

Name		Mailing Address

Edward B. Winslow		70 Pine Street New York, New York 10270

SIXTH: Meetings of shareholders may be held within or without the State of Oklahoma, as the By-Laws of the Corporation may provide or as the Board of Directors may determine. The Board of Directors shall have the power to hold meetings, to have an office or offices, and to keep the books of the Corporation (subject to any provisions contained in statutes) outside the State of Oklahoma at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws of the Corporation so provide.

SEVENTH: (a) The number of the directors of the Corporation shall be fixed from time to time by the By-Laws of the Corporation but shall not be more than twelve. The directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be determined pursuant to the By-Laws of the Corporation, one class to be initially elected for a term expiring at the annual meeting of shareholders to be held in 1988, another class to be initially elected for a term expiring at the annual meeting of shareholders to be held in 1989, and another class to be initially elected for a term expiring at the annual meeting of shareholders to be held in 1990, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of shareholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election and, in each case, until their respective successors are elected and qualified.

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(b) Newly created directorships resulting from any increase in the number of directors and vacancies on the Board of Directors occurring otherwise than by removal may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, or by the shareholders. A vacancy caused by removal of a director shall be filled by the shareholders. Any director elected in accordance with the provisions of this Paragraph (b) shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes by the Board of Directors so as to maintain the number of directors in each class as nearly equal as possible. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(c) Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of at least two-thirds (2/3) of the then outstanding shares of Common Stock of the Corporation shall be required to alter, amend or repeal this Article SEVENTH or to adopt any provision inconsistent herewith.

EIGHTH: In order for the Board of Directors of the Corporation to call Special Meetings of Shareholders, the action of a majority of the entire Board shall be required.

NINTH: (a) In addition to any affirmative vote required by law and except as otherwise expressly provided in Paragraph (c) of this Article NINTH:

(1) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (A) any Interested Shareholder (as hereinafter defined) or (B) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

(2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of Five Million Dollars ($5,000,000) or more; or

(3) the issuance or sale or other disposition by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of Five Million Dollars ($5,000,000) or more; or

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(4) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

(5) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder of any Affiliate of any Interested Shareholder; shall require the affirmative vote of the holders of at least two-thirds (2/3) of the then outstanding shares of Common Stock of the Corporation. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(b) The term “Business Combination” as used in this Article NINTH shall mean any transaction which is referred to in any one or more of Clauses (1) through (5) of Paragraph (a) of this Article NINTH.

(c) The provisions of Paragraph (a) of this Article NINTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law, if in the case of a Business Combination that does not involve any cash or other consideration being received by the shareholders of the Corporation, solely in their capacities as shareholders, the condition specified in Clause (1) below is met, or if in the case of any other Business Combination, the conditions specified in either Clauses (1) or (2) below are met:

(1) Prior to the consummation of a Business Combination, the Board of Directors of the Corporation adopts a resolution approving such Business Combination by the affirmative vote of not less than seventy-five percent (75%) of the Entire Board (as hereinafter defined) or by unanimous written consent.

(2) All of the conditions set forth in the following Subclauses (A) through (E) of this Clause (2) shall have been met:

(A) The aggregate amount of cash and Fair Market Value as of the date of the consummation of the Business Combination (the “Consummation Date”) of consideration other than cash to be received per share by holders of shares of Common Stock in such Business Combination shall be at least equal to the highest amount determined under (i) or (ii) below:

(i) (if applicable) the sum of (x) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it (I) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (II) in the transaction in which it became an Interested Shareholder, whichever is higher, plus (y) interest on such per share price compounded annually from the date on which the Interested Shareholder became an Interested Shareholder through the Consummation Date at the prime rate of interest of Chemical Bank of New York City (or other major bank headquartered in New York City selected by at least seventy-five percent (75%) of the Entire Board), from time to time in effect in New York City, less (z) the aggregate amount of any cash dividends paid and the Fair Market Value of any dividends paid in other than cash, per share of Common Stock from the date on which the Interested Shareholder became an Interested Shareholder through the Consummation Date in an amount up to but not exceeding the amount of such interest payable per share of Common Stock; or

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(ii) The Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder, whichever is higher.

(B) The consideration to be received by holders of shares of Common Stock shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of Common Stock. If the Interested Shareholder has paid for shares of Common Stock with varying forms of consideration, the form of consideration shall be either in cash or the form used to acquire the largest number of shares of such Common Stock previously acquired by the Interested Shareholder.

(C) After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (i) except as approved by at least seventy-five percent (75%) of the Entire Board, there shall have been (I) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock) and (II) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by at least seventy-five percent (75%) of the Entire Board, and (ii) such Interested Shareholder shall have not become the beneficial owner of additional shares of Common Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder or as a result of a stock dividend or a stock split.

(D) After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), or any loans, advances, guarantees, pledges or other financial assistance an any tax credits or other tax advantages provided by the Corporation.

(E) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

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(d) For the purpose of this Article NINTH:

(1) A “person” shall mean any individual, partnership, association, firm, corporation or other entity.

(2) “Interested Shareholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan while acting in such capacity) who or which:

(A) is the beneficial owner, directly or indirectly, of 10% or more of the outstanding Common Stock; or

(B) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date of determination of Interested Shareholder status was the beneficial owner, directly or indirectly, of 10% or more of the then outstanding Common Stock; or

(C) is an assignee of or has otherwise succeeded to any shares of Common Stock which were at any time within the two-year period immediately prior to the date of determination of Interested Shareholder status beneficially owned by an Interest Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3) A person shall be a “beneficial owner” of any Common Stock:

(A) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or

(C) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.

(4) For the purposes of determining whether a person is an Interested Shareholder pursuant to Clause (2) of this Paragraph (d), the number of shares of Common Stock deemed to be outstanding shall include shares deemed owned by the Interested Shareholder through application of Clause (3) of this Paragraph (d) but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

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(5) “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on June 21, 1984.

(6) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Shareholder set forth in Clause (2) of this Paragraph (d), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(7) “Fair Market Value” means: (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined in good faith by at least seventy-five percent (75%) of the Entire Board and (B) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by at least seventy-five percent (75%) of the Entire Board.

(8) In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Clause (2)(A) of Paragraph (c) of this Article NINTH shall include the shares of Common Stock retained by the holders of such shares.

(9) “Entire Board” shall mean the number of directors at the time designated by the By-Laws of the Corporation to be the number of directors constituting the Board of Directors.

(10) “Common Stock” shall mean the common stock of the Corporation.

(e) The Board of Directors shall have the power, but only when acting with the affirmative vote of at least seventy-five percent (75%) of the Entire Board, to determine, on the basis of information known to the Board after reasonable inquiry, all facts necessary to determine compliance with this Article NINTH, including without limitation (1) whether a person is an Interested Shareholder, (2) the number of shares of Common Stock beneficially owned by any person, (3) whether the requirements of Clause (2) of Paragraph (c) have been met with respect to any Business Combination, and (4) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of Five Million Dollars ($5,000,000) or more; and the good faith determination on such matters by seventy-five percent (75%) vote of the Entire Board shall be conclusive and binding for all the purposes of this Article NINTH.

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(f) Nothing contained in the Article NINTH shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

(g) Nothwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of two-thirds (2/3) or more of the shares of the then outstanding Common Stock, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article NINTH.

TENTH: (a) The Corporation shall indemnify, to the fullest extent contemplated or permitted from time to time by applicable law, each person who

(1) was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or

(2) who for any reason incurs costs, expenses or damages,

by reason of the fact that such person is or was a director of senior officer of the Corporation, or is or was serving at the request of the Corporation as a director of another corporation, partnership, joint venture, trust or other enterprise. As used in this Paragraph (a), the term “senior officer” means the Chairman of the Board, President, any Vice President, Treasurer and Secretary of the Corporation.

(b) The Corporation may indemnify, to the fullest extent contemplated or permitted from time to time by applicable law, each person who

(1) was or is a party or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or

(2) who for any other reason incurs costs, expenses or damages,

by reason of the fact that such person is or was an officer (other than a senior officer), employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.

(c) The Board of Directors may from time to time take such actions and cause the Corporation to enter into such agreements as in their judgment are necessary or desirable to implement the provisions of this Article TENTH, including without limitation the adoption of By-Law provisions.

(d) Notwithstanding any other provision of this Certificate of Incorporation or the By-Law of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of at least two-thirds (2/3) of the then outstanding shares of Common Stock of the Corporation shall be required to alter, amend or repeal this Article TENTH or to adopt any provision inconsistent herewith.

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ELEVENTH: In furtherance and not in the limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation by such vote as shall be provided from time to time by the By-Laws of the Corporation.

TWELFTH: No shareholder of the Corporation shall have any preemptive right to subscribe to an additional issue of stock of the Corporation or to any security convertible into such stock.

THIRTEENTH: The Corporation is to have perpetual existence.

FOURTEENTH: Subject to the limitations set forth in this Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

FIFTEENTH: No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 1053 of the General Corporation Act of the State of Oklahoma, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article FIFTEENTH shall apply or to have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

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Exhibit 3.2

As amended through September 13, 2016

AMREP CORPORATION

BY-LAWS

Article I

OFFICES

Section 1 .

Location

The registered office of the Corporation in the State of Oklahoma shall be at The Quarters at Kelley Pointe, 2529 S. Kelly Avenue, Suite A, Edmond, Oklahoma 73013.

The Corporation may also have offices at such other places within and without the State of Oklahoma as the Board of Directors may from time to time appoint or the business of the Corporation may require.

Article II

SHAREHOLDERS

Section 1 .

Annual Meeting

An annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors each year shall fix. Each annual meeting shall be held at such place, within or without the State of Oklahoma, as the Board of Directors shall determine.

An annual meeting may be adjourned from time to time and place to place until its business is completed. The election of directors shall be by plurality vote.

Section 2 .

Special Meetings

Special meetings of the shareholders may be called by the Board of Directors (by such vote as is required by the Certificate of Incorporation) or by the Chairman of the Board or the President. Special meetings shall be held at such place, on such date, at such time as the Board or person calling the meeting shall fix.

Section 3 .

Notice of Meetings

Notice of every meeting of the shareholders shall be given in the manner provided by law.

Section 4 .

Quorum

At any meeting of shareholders, except as otherwise required by law the holders of a majority of the shares of stock entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum shall not be present or represented by proxy at any meeting, the chairman of the meeting or the shareholders entitled to vote thereat who are present in person or by proxy shall have power to adjourn the meeting to another place, date or time, without notice other than announcement at the meeting except as otherwise required by law. At such adjourned meeting at which the requisite amount of voting stock shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 5 .

Organization

In the absence of the Chairman of the Board and the President at a meeting of shareholders, the highest ranking officer of the Corporation who is present shall call to order the meeting and act as chairman thereof. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6 .

Conduct of Business

The chairman of any meeting of shareholders shall determine the order of business and all other matters of procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him in order. The chairman may appoint one or more inspectors of Election at any meeting.

Section 7 .

Qualification of Voters

The Board of Directors may fix a date not more than sixty nor less than ten days before the date of any meeting of the shareholders as the record date for such meeting. Only those persons who were holders of record of voting stock at the record date shall be entitled to notice and to vote at such meeting.

Section 8 .

Stock List

A list of shareholders entitled to vote at each meeting of shareholders shall be prepared and made available for examination as required by law.

Section 9 .

Proxy

Subject to the provisions of Article II, Section 7 of these By-Laws, at each meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing, provided such instrument is filed with the Office of the Secretary of the Corporation at or before the meeting.

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Section 10 .

Record date for Consents to Corporate Actions in Writing

In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (l0) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (l0) days after the date on which such a request is actually received, adopt a resolution fixing the record date, if no record date has been fixed by the Board of Directors within ten (l0) days of the date on which such a request is actually received, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Oklahoma General Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Oklahoma, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of shareholders meetings are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Oklahoma General Corporation Act, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Article III

DIRECTORS

Section 1 .

Number, Election and Terms

(a) The property and business of the Corporation shall be managed by the Board of Directors (the “Board”). The Board shall consist of four directors (the “entire Board”).

(b) The Directors shall be divided into three classes, as nearly equal in number as possible as determined by the Board, one class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l988, another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l989, and another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l990, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of shareholders, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election and, in each case, until their respective successors are elected and qualified.

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Section 2 .

Vacancies - Change in Number of Directors

Newly created directorships resulting from any increase in the number of Directors and vacancies on the Board occurring otherwise than by removal may be filled by the majority of the remaining members of the Board, though less than a quorum, or by a sole remaining Director, or by the shareholders, and any person so elected shall hold office for the remainder of the term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been elected and qualified. A vacancy caused by removal of a Director shall be filled by the shareholders. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

Section 3 .

Organizational Meeting

The Directors shall, if a quorum is present, hold an organizational meeting for the purpose of (a) electing from among themselves a Chairman of the Board, (b) electing officers and (c) the transaction of any other business. Such organizational meeting shall be held immediately after the annual meeting of shareholders, or as soon thereafter as practicable.

Section 4 .

Regular Meetings

Regular meetings of the Board shall be held at such time and place as shall from time to time be determined by the Board.

Section 5 .

Special Meetings

Special meetings of the Board may be called at any time by the Chairman of the Board or the President, and shall be called by the President or Secretary on the written request of two directors. Special meetings shall be held at the principal office of the Corporation, or such other place as may be set forth in the notice thereof.

Section 6 .

Notice of Meetings

Notice of the organizational meeting need not be given if it is held immediately after the annual meeting of shareholders.

Notice of regular meetings of the Board need not be given.

Notice of the organizational meeting (if required) and of every special meeting of the Board shall be given to each Director at his usual place of business, or at such other address as shall have been furnished by him for the purpose. Such notice shall be given at least forty-eight hours before the meeting by telephone or by being personally delivered, mailed or telegraphed. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. If a quorum shall not be present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum be present.

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Section 7 .

Quorum

Except as may be otherwise provided by law or in these By-Laws, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 8 .

Participation in Meetings by Conference Telephone

Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 9 .

Powers

The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which shall have and may exercise all the powers of the Corporation to do all such lawful acts and things as are not by law, or by the Certificate of Incorporation, or by these By-Laws, directed or required to be exercised or done by the shareholders.

Section 10 .

Compensation of Directors

Directors shall receive such compensation for their services as shall be determined from time to time by a majority of the entire Board. Directors may receive compensation for services as director even though they are compensated for serving the Corporation in other capacities, as salaried officers or otherwise.

Article IV

OFFICERS - CHAIRMAN OF THE BOARD

Section 1 .

Officers

The officers of the Corporation shall be elected by the Board of Directors. The officers shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as the Board of Directors from time to time shall determine. The officers need not be directors. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of shareholders, and each such officer shall hold office until the corresponding meeting in the next year and until his or her successor shall have been duly chosen and qualified, or until he or she shall have resigned or have been removed from office. Any vacancy in any of the above offices shall be filled for the unexpired portion of the term by the Board of Directors, at any regular or special meeting. A majority of the entire Board shall have power at any regular or special meeting to remove any officer, with or without cause

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Section 2.

Other Officers

The Board of Directors may elect or appoint such other officers and agents as it shall deem appropriate. Such officers and agents shall hold office at the pleasure of the Board of Directors.

Section 3 .

Chairman of the Board - Duties

The Chairman of the Board shall preside at all meetings of shareholders and of the Board of Directors at which he shall be present. He also shall have such other duties as may from time to time be assigned to him by the Board of Directors.

Section 4 .

President - Duties

In the absence of the Chairman of the Board, the President shall preside at all meetings of shareholders and of the Board of Directors at which he shall be present. He shall be Chief Executive Officer of the Corporation and, subject to the direction of the Board of Directors, shall have direct charge and supervision of the business of the Corporation. He also shall have such other duties as from time to time may be assigned to him by the Board of Directors.

Section 5. Other Officers - Duties

The Vice-Presidents, the Secretary, the Treasurer and the other officers and agents each shall perform the duties and exercise the powers usually incident to such offices or positions and/or such other duties and powers as may be assigned to them by the Board of Directors or the Chief Executive Officer.

Article V

AMENDMENTS

Section 1.

Alterations - Amendments - Repeal

Subject to the Certificate of Incorporation, these By-Laws may be altered or repealed, and other By-Laws may be adopted, by a majority of the entire Board of Directors at any regular or special meeting.

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Exhibit 31.1

CERTIFICATION

I, Clifford R. Martin, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2016 of AMREP Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: September 14, 2016

/s/ Clifford R. Martin
Clifford R. Martin
Chief Financial Officer
(Principal Accounting Officer)

Exhibit 31.2

CERTIFICATION

I, Christopher V. Vitale, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2016 of AMREP Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: September 14, 2016

/s/ Christopher V. Vitale
Christopher V. Vitale
Executive Vice President
(Principal Executive Officer)

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AMREP Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 14, 2016

/s/ Clifford R. Martin
Clifford R. Martin
Chief Financial Officer
(Principal Accounting Officer)

/s/ Christopher V. Vitale
Christopher V. Vitale
Executive Vice President
(Principal Executive Officer)